X-Men: Shadow of a Doubt (improved layout)
by wottwin
Summary: Improved format for better readability. Takes place after X-Men: The Last Stand movie. The Shadow King attempts to draw out Xavier, Rogue's powers return, and Gambit enters the picture ... but what secret is he hiding?


**FADE IN:**

**EXT. XAVIER'S SCHOOL FOR GIFTED YOUNGSTERS - DAY**

We focus in on that famous sign outside an expansive mansion, the one that reads: Xavier's School for Gifted Youngsters.

**JUBILEE** (v.o)

"Gifted" is the watch-word.

**INT. XAVIER'S SCHOOL – CONT'D**

The camera roams the hallways, passing an open classroom door. Inside, Dr. HANK MCCOY/BEAST teaches a chemistry class. A small explosion from a glass beaker singes his blue fur.

Moving along, in the next classroom ORORO MONROE/STORM teaches a class about weather. BOBBY DRAKE/ICEMAN assists her in demonstrating what happens when a cold front collides with precipitation.

JUBILEE (v.o) (cont'd)

I mean, have you ever heard a parent tell someone "my kid is a total freak"? No way. Instead they use words like "gifted" and "special," when the truth is …

**EXT. XAVIER'S SCHOOL – CONT'D**

WARREN WORTHINGTON/ANGEL flies out a window, soaring over exercises out on the lawn, run by LOGAN/WOLVERINE. It's a beautiful sunny day as mutants practice their powers.

**INT. XAVIER'S SCHOOL – CONT'D**

JUBILEE (cont'd)

"Gifted" doesn't even cover the half of it.

Wandering the mansion's hallway is JUBILEE, a trendy and outlandish Asian-American teenager. She's giving new student PAIGE GUTHRIE the official tour. Paige is a tall blonde country girl trying really hard not to convey the impression of an overwhelmed country girl.

**PAIGE**

I thought you said you're an orphan.

**JUBILEE**

Keep up, new girl. You're missing the point.

As they pass in front of a large portrait of Professor Xavier, Paige stops. She points to the painting.

**PAIGE**

Is that Charles Xavier? The professor who started the school? I would love to meet him.

**JUBILEE**

I'm sure you would, new girl, but unless your mutant ability is to communicate with the Beyond, you're gonna have a hard time with that one. He died eight months ago.

**PAIGE**

Oh. He must have been a great man.

**JUBILEE**

Yeah, he was cool. He was always going on about how mutants and regular humans should get along.

Paige looks away from the portrait to regard Jubilee.

**PAIGE**

Well, why shouldn't we?

**JUBILEE**

You are new, aren't you?

Jubilee pushes open a set of double doors and the two proceed outside.

**EXT. XAVIER'S SCHOOL – CONT'D**

The camera swoops down from above, past the headstones of Charles Xavier, Jean Grey and Scott Summers. Jubilee and Paige walk along to the training yard – a large lawn – where Wolverine teaches a class on using powers. In the background, COLOSSUS and SHADOWCAT lead another group of students in exercises.

Wolverine faces off against a MUTANT STUDENT, a towering mountain eight feet tall and seemingly made of stone. The student swings a mountainous fist in a crushing blow to the face.

Wolverine takes the hit. His jaw audibly dislocates the force of the blow carries him down. Behind him the man-mountain turns to the other students in premature celebration. Wolverine pops his claws and sweeps his arm low across the student's legs, knocking him on his rocky rumpus.

As the other students look on in awe, Wolverine shoves his jaw back in place and lights up a cigar.

**WOLVERINE**

Who's up next?

**PAIGE**

Wow.

**JUBILEE**

I know, right? Wolvie's, like, a complete bamf. He and I are totally BFFs. Don't let anybody tell you otherwise.

A shadows falls across the girls, then Angel alights on the training yard. His wings fan in a large V over his head before he tucks them away.

**PAIGE**

(impressed)

Who's that?

**JUBILEE**

Don't even think about it, hayseed. That's Warren Worthington. Major millionaire player. Way out of your league. And he's one of them.

**PAIGE**

Them?

**JUBILEE**

(exasperated)

The X-Men. Duh.

**PAIGE**

He is? I would love to meet-

**JUBILEE**

Way. Out. Of. Your. League. C'mon, let's go.

Angel grins and winks at Paige. Paige blushes.

**PAIGE**

Maybe just-

Cannonball zooms between Paige and Angel on a jet of flame, pinballing wildly around the yard, HOOTING loudly.

**JUBILEE**

Hey, isn't that your brother?

**PAIGE**

Maybe we should move on.

They turn and start to walk away from the class.

PAIGE (cont'd)

So what are your powers?

Jubilee holds up her hands, shooting mini fireworks from her fingers. Paige oohs and aahs appreciatively. Jubilee clenches her fist and the sparks extinguish.

**JUBILEE**

What can you do?

**PAIGE**

I, uh, can husk my skin like an ear of corn and be whatever substance I want underneath.

**JUBILEE**

Ew.

ROGUE approaches, on her way out of the mansion.

JUBILEE (cont'd)

Hey, Rogue, this is Paige. Paige, Rogue.

The two girls shake hands. Rogue's hands are ungloved. She seems a little bit harder, a little edgier than the girl we saw last movie.

**ROGUE**

Nice to meet you.

**PAIGE**

Likewise.

Rogue begins to walk over to Wolverine, who is just dismissing his students from their training session.

PAIGE (cont'd)

(to Jubilee)

What does she do?

**JUBILEE**

Nothing.

**PAIGE**

Nothing?

**JUBILEE**

Nothing. Zilch, zero, zip, nada. Bupkis.

**PAIGE**

So why is she here?

**ANGLE ON:**

Rogue's face. Still walking away, Rogue has overheard them talking about her. She looks pissed as she approaches Wolverine, who has handed off his class to Angel.

**WOLVERINE**

You ready for a fight?

**ROGUE**

Oh yeah.

The two begin to practice hand-to-hand fighting maneuvers as we camera back to Jubilee and Paige.

**JUBILEE**

She used to have powers but she totally dumped them a few months back. Remember that mutant "cure"?

Jubilee's voice fades out as the two continue on their walk.

**INT. XAVIER'S OFFICE - NIGHT**

Storm, Wolverine and Beast are in the headmaster's office, listening to a news report on the television.

**TELEVISION**

Reports of individuals who took the so-called "cure" regaining their mutant abilities have tripled since last month. Lawsuits against Worthington Industries are beginning to surface as it quickly becomes apparent that the "cure" was only a temporary relief . . .

Storm flips the tv off and looks at the others expectantly.

**BEAST**

What does this mean? Do you think Magneto has regained his powers? They never found him after the Alcatraz incident.

**WOLVERINE**

(mutters)

I ever find that bastard I'm launching his ass to the nearest asteroid.

**STORM**

We have to assume it's a possibility that Magneto is no longer depowered. We should be ready for anything.

An ASTRAL PROJECTION lurks outside the window, vaguely human shaped but more of a shadowy phantasm, indistinct and menacing.

**ASTRAL PROJECTION**

(whispers)

Trust me, weather witch, Magneto should be the least of your concerns.

The Astral Projection evaporates in an ominous wisp.

**INT. X-MANSION - NIGHT**

BOBBY/ICEMAN enters the X-Gym, a very large room with a variety of exercise equipment. All lights are off save one above a punching bag, which Rogue energetically strikes. Her hands wrapped but not gloved. Bobby approaches and hands her a cold drink.

**ROGUE**

Thanks, sugar.

She takes a quick swallow and gives the glass back to Bobby, then continues to work the bag.

**BOBBY/ICEMAN**

Rogue, are you okay?

**ROGUE**

(still punching)

You tell me.

**BOBBY/ICEMAN**

These last few months you're not the same person you used to be. You've changed.

**ROGUE**

Well, who should Ah be, Bobby?

**BOBBY/ICEMAN**

Why can't you just be yourself?

**ROGUE**

Maybe for the first time Ah am being myself.

**BOBBY/ICEMAN**

C'mon, Marie. Tell me what's bothering you.

Rogue finally stops hitting the bag. She sighs, puts her fists down and turns to face Bobby.

**ROGUE**

Bobby, before my powers, Ah was going to do things, visit places, see the world. Then Ah was with the X-Men, helping save the world. Now … Ah don't know. Ah just don't know where Ah belong anymore.

**BOBBY/ICEMAN**

Is this about your parents?

**ROGUE**

Ah went back home thinking everything could be like it was before. But mah dad's gone and mah mom just acts all weird. Cody was in a coma for three weeks and everyone knows it was because of me. They're afraid of me, all of them, even without mah powers.

**BOBBY/ICEMAN**

I wish I knew what to tell you, Rogue. Maybe I can't do anything about your parents and your neighbors, but I can tell you you'll always have a place with here, with your friends, with me. Whatever happens, I'm not afraid of you.

Rogue tosses him one of those skeptical, intimidating girl Looks.

BOBBY/ICEMAN(cont'd)

Much.

**EXT. X-MANSION - NIGHT**

The mansion's lit windows are a beacon in the darkness. A lanky figure, seen from behind, slowly emerges from the shadows, heading toward the mansion. Voices carry from inside, but all is silent outside.

The figure staggers as it approaches. It reaches the door of the mansion and knocks. As if that knock has exhausted all its energy, the figure collapses, leaving a bloodstain on the door.

**INT. X-MANSION MED-BAY - NIGHT**

The mutant is CALIBAN. He's ugly, in a lanky, gray kinda way. His feet hang six inches off the bed of the examination table as Beast disinfects jagged wounds that cover his arms and torso. Caliban is unconscious and raving. Wolverine, Storm and Colossus are there as well.

**CALIBAN**

(slow and rasping)

Help Morlocks. Help Morlocks.

**BEAST**

In a more lucid moment he was able to tell me his name is Caliban.

**CALIBAN**

Help. Help Morlocks.

**WOLVERINE**

What's he saying? Morlocks?

**BEAST**

They are a community of mutants who are too deformed to live a peaceful existence among normal humans. Like the outcast monsters living beneath their civilized brethren in the classic H.G. Wells story, they live in the sewers beneath the city.

**STORM**

One of Charles' great dreams was a world where mutants like the Morlocks could live in the sunlight.

**COLOSSUS**

Who would want to hurt them?

**STORM**

I don't know, but if they're coming to us for help, they're desperate.

**WOLVERINE**

Then what are we waiting for? Let's go.

**INT. X-MANSION READY ROOM – CONT'D**

The X-Men are suited up and ready for action. A door slides open and Rogue runs out, in uniform.

**ROGUE**

Ah'm coming too.

**BOBBY/ICEMAN**

No you're not.

**ROGUE**

Just because Ah don't have powers anymore doesn't mean Ah can't help.

**BOBBY/ICEMAN**

It's too dangerous. You're not coming. I mean it.

The look of determination on Rogue's face deepens into a glare. Wolverine puts a hand on Bobby's shoulder.

**WOLVERINE**

At this point, Ice-cube, I think it'd be too dangerous to stop her. C'mon, then.

Colossus smirks. Bobby frowns, but says nothing as he follows everyone into the hanger.

**EXT. ENTRANCE TO SEWERS – NIGHT**

The X-Men stand before the end a large storm water drainage pipe, half buried under a hill just outside of the city. The criss-cross grate covering the entrance is bent outward, like someone – or something – of incredible strength pulled it back.

The X-Men exchange glances, no need to state the obvious.

**WOLVERINE**

Looking ain't doing. Let's go.

Wolverine enters the sewers, followed by Colossus and Shadowcat. Rogue moves forward to enter, but Iceman puts his arm in front of her and goes first. She scowls and follows. Beast notices Storm hangs back a little, reluctant to enter the cavernous pipe.

**BEAST**

(to Storm)

Are you sure you can handle this?

**ANGEL**

What's wrong?

**BEAST**

Our lovely wind wizard has an aversion to enclosed spaces.

**ANGEL**

I don't blame her. Something feels very … wrong about this.

**STORM**

(squaring shoulders & taking a breath)

I shall endure. Let's go.

Storm leads Beast and Angel into the tunnels.

**INT. SEWER TUNNEL – CONT'D**

It is dank and dank in the oversized tunnel, punctuated by dim light from the occasional manhole or storm drain. The drip of water, like Chinese water torture, echoes from some unknown distance.

**WOLVERINE**

(to Beast, disgusted)

How can anyone live like this?

**BEAST**

Charles approached them once, offered them haven at the school. They refused. There is a lot of fear and resentment that festers in the Morlock community. It blinded them to the opportunity the Professor was offering.

At the rear, Shadowcat leans in to whisper to Rogue, who is glaring at Iceman's back.

**SHADOWCAT**

Why are you so angry at him? He's only trying to protect you.

**ROGUE**

He wouldn't have worried if Ah'd still had mah powers.

**SHADOWCAT**

You're the one who wanted to get rid of them. Are you sorry you did?

**ROGUE**

It's not that. It's just . . . he doesn't want me to leave, but what use can Ah be if Ah stay? Ah don't know what he wants me to be. Hell, Ah don't even know what Ah want me to be.

Shadowcat says nothing.

**STORM**

By the goddess.

**INT. SEWER TUNNEL JUNCTION – CONT'D**

The X-Men come upon the Morlock Massacre. Bodies are strewn about, some torn limb from limb. The Morlock's grotesque deformities add to the hideousness of the scene: bestial faces are frozen and twisted in pain; clawed hands grip empty air, separated from their bodies; a bat-winged mutant hangs askew from a spike on the wall; the small, scaled body of a Morlock child lays crumpled in a corner. The X-Men stare in horror.

STORM (cont'd)

We should … search for survivors.

**WOLVERINE**

Stay alert. Whoever did this could still be around.

In silence the X-Men fan out into the wreck of bodies, stooping occasionally to check a body for life signs.

Storm moves ahead of the group. She breathes deeply and slowly, her eyes tight.

A hissing sound ahead draws Storm to a lone Morlock survivor. Storm cradles the scaled, snake-featured creature, which seems to be crying.

Something pierces Storm's hands and she drops the Morlock. The crying turns to a malevolent laughter. Storm stares in astonishment as the Morlock transforms, growing spikes along its arms and on its face, which twists into an expression of blind anger and hatred.

From out of the shadows, the voice of the SHADOW KING, same as the Astral Projection from earlier, speaks.

**SHADOW KING (o.s.)**

Long time, weather witch.

**STORM**

You!

**SHADOW KING (o.s.)**

How gratifying you remember my voice after all these years.

**STORM**

But it can't be! The Professor –

**SHADOW KING (o.s.)**

I escaped from the astral prison Xavier held me captive in some months ago. I have since been waiting to challenge him, but it seems he is in hiding. My patience, abundant as it is, was wearing thin.

**STORM**

This . . . You did all this to draw out the Professor?

**SHADOW KING (o.s.)**

Now you've got the idea.

Suddenly a group of the Shadow King's HOUNDS emerge from the shadows, Morlocks who have been warped and twisted by the Shadow King's evil influence.

**SHADOWCAT**

Um, I'm guessing these aren't the Morlocks?

**BEAST**

They are, and yet they aren't. They've been twisted, transformed into something ... evil.

The Morlock hounds masse around the X-Men.

**WOLVERINE**

(to Angel)

Not much room for flying down here. You got a more useful power hidden in those feathers?

Angel glares.

**WOLVERINE**

Could try paying them off. How many hundred are you carrying?

Battle ensues. The X-Men fight for their lives against hideous, deformed mutants.

Angel turns out to be a decent hand-to-hand fighter, especially teamed with Wolverine.

Beast is with Iceman, separated from Rogue by the field of battle.

Rogue is having a bit of a tough time, but Colossus is near to lend a hand.

Amid the fighting, Storm pins a Hound to the wall with a gust of air. It speaks to her with the Shadow King's voice.

**HOUND/SHADOW KING**

Do you like my pets, Ororo? The Morlocks welcomed my hounds into their midsts because they assumed their deformities were like their own.

**STORM**

What have you done to them?

**HOUND/SHADOW KING**

It is amazing how even the most ordinary and banal of people can change when I summon forth the shadow in their souls.

**STORM**

You wasted their lives for nothing. Charles Xavier is dead!

**HOUND/SHADOW KING**

You are wrong, Ororo. Xavier lives. I can feel his presence on the astral plane, but he is shielding his location from me.

**STORM**

You lie.

**HOUND/SHADOW KING**

I see I am not the only one from whom he is hiding. Very well. I shall have to try harder. Farewell, weather witch.

STORM

You are not going anywhere. You must pay for this atrocity.

**SHADOW KING (o.s.)**

You think to keep me here? How are you going to stop me, dear Storm, when you cannot even control yourself?

The ground shakes and chunks begin falling from the ceiling. Storm screams and begins to panic, lashing out, but it is all in her head.

The other X-Men, having defeated the Hounds that did not flee, try to reach her. She is beyond hearing them.

Lighting strikes and opens a hole in the ground behind Colossus. The resulting THUNDERCLAP shakes him into the sinkhole, a seemingly bottomless cavern below.

Rogue grabs Colossus' hand. Even in human form he is heavy.

On the other side of the sinkhole, Angel and Iceman are pinned against the wall by the funnel cloud Storm is generating. The wind HOWLS and SHRIEKS in the confined space.

Beast tries to get past but is forced to dodge shrapnel and debris flying every which way.

Wolverine uses his claws to shred his way toward Storm, calling her name, but she cannot hear him through her panic.

**BEAST**

We can't take much more of this!

Colossus begins to slip from Rogue's grasp.

Wolverine reaches Storm at the eye of the funnel and shakes her by the shoulders, but she is unresponsive.

**WOLVERINE**

Sorry, Storm.

Wolverine cracks Storm over the head and she falls to the ground, unconscious.

ANGLE ON:

Colossus' arm is slipping out of Rogue's grip. Suddenly her hands turn to metal. She pulls him up easily.

Colossus collapses on the ground, unconscious, as Rogue stands over him in full metal form.

**INT. X-MANSION MEDBAY - NIGHT**

Back at the mansion, the mood is quiet and gloomy. Colossus lays on a steel table with sensors hooked up to his temples. Bobby and Kitty sit at his bedside. Bobby should be talking to Rogue right now, not comforting Kitty. He knows it, too.

Beast pulls Wolverine aside.

**BEAST**

I've done all I can for now. His vitals are good, but he is in a deep coma. Times like this I really miss Jean Grey and the Professor. I could really use a telepath right now, find out what's going on in there.

**WOLVERINE**

Yeah, well he's not the only casualty of this mission.

**BEAST**

I know it. Do you wish to handle the metal maiden while I check on our claustrophobic African queen?

**INT. X-MANSION GYM – CONT'D**

Wolverine comes upon Rogue as she is again working the bag, wearing boxing gloves now. Her feet are planted and her punches are slower than the last time, but more powerful. The bag swings back and forth on its chain.

**WOLVERINE**

Hey.

Rogue doesn't answer. Wolverine goes around and steadies the bag as she punches, each strike landing with a dull THUD.

WOLVERINE(cont'd)

You wanna talk?

**ROGUE**

What's there to talk about? Mah powers coming back or how Ah put Pete in a coma?

**WOLVERINE**

You didn't know that was going to happen. You were trying to help him.

**ROGUE**

Is that supposed to make me feel better? Even when Ah'm trying to do something good Ah end up hurting people.

She punctuates the statement with a hard hit. Wolverine glances at the bag, starting to notice how powerful her punches are.

**WOLVERINE**

Look, you can't beat yourself up over this.

**ROGUE**

You're one to talk.

**WOLVERINE**

Yeah, I am. I know what you're going through.

**ROGUE**

Do you? Have you ever had someone else's personality running through your head so you can't even tell which thoughts are yours and which are theirs? Do you know what it's like to be afraid to hug someone 'cause you might accidentally touch them? Not to be able to kiss someone 'cause at best you put them in a coma and at worst you kill them!

Rogue suddenly punches straight through the bag. Metal fist connects to metal rib with a muffled CLINK and Wolverine flies backwards. Rogue runs out of the room.

**INT. X-MANSION CONSERVATORY – CONT'D**

The conservatory is filled with flowers and greenery. There is a built-in bench beneath two large square-paned windows that stretch up like a very large sunroom. Storm sits in the corner, looking up at the night sky as Beast enters.

**BEAST**

Feeling better?

**STORM**

I'm not about to drop a wall on you anymore.

Beast takes a seat across from her.

STORM (cont'd)

But I am still unsettled. The Shadow King is a liar, right?

**BEAST**

He is a warped, twisted soul.

**STORM**

Yet to what end would he lie about Xavier being alive? I was there when Jean disintegrated him. It's not possible he survived.

Beast is conspicuously silent. Storm casts a look at him.

STORM (cont'd)

Or is it?

Beast stands, paces a couple of steps, preoccupied with a thought.

**BEAST**

The Professor was doing research on Muir Island. There was a patient. Charles had speculated …

Beast trails off at Storm's skeptical glance. He shrugs.

**BEAST**

You asked if it was possible. To that I can only answer, perhaps.

Storm turns back to gazing out the window.

**STORM**

That leads to another disturbing question. If Professor Xavier is alive, why hasn't he come back?

**INT. PROFESSOR XAVIER'S STUDY - DAY**

Storm stands behind Beast as he sits before the computer on Xavier's desk, bent over the keyboard, typing one-fingered. The monitor displays the Professor's Muir Island research, including a photograph of the subject.

Bobby bursts into the room, agitated.

**BOBBY/ICEMAN**

Rogue is gone.

**STORM**

Gone?

**BOBBY/ICEMAN**

I went to her room to talk to her. She wasn't there. Her stuff's gone too.

**BEAST**

She's having a bit of an identity crisis, did you check Pete's room?

Wolverine enters, coming in on the conversation as if he'd heard it from down the hall.

**WOLVERINE**

Yeah, I thought of that too. I found this. It's in Rogue's handwriting.

He hands Beast a note written in Russian. Beast reads it.

**BEAST**

"I'm sorry, but I don't want anyone else to get hurt because of me. Dasvedanya."

**BOBBY/ICEMAN**

We have to go after her.

**WOLVERINE**

I think Rogue might need some time to herself. We should give her some space.

**BOBBY/ICEMAN**

Are you kidding? She's in no shape to handle this alone.

**WOLVERINE**

She's tougher than you give her credit for.

**BOBBY/ICEMAN**

I can't believe-

**BEAST**

I'm going to have to side with Logan on this one. Give her time. She'll be back.

Speechless, Bobby storms off. Wolverine exchanges looks with Beast and heads off in another direction.

Storm places a hand on Beast's shoulder.

**STORM**

I am going to Muir Island.

**BEAST**

Is this the best time for that?

**STORM**

Colossus is in a coma, Rogue has run off and the Shadow King is on the loose. The X-Men have no more telepaths. If Professor X really is alive, we need him.

**INT. CARGO SHIP – DAY**

In the hold of a cargo ship, four men play cards at a wooden table set up among piles of boxes and crates. A single lamp hangs above, emitting a yellowish light. One of the men, with his back to the wall, is wearing fingerless gloves. He deals the cards.

The camera pans up to his face. He is wearing sunglasses. In their reflection we see a figure move from box to box.

REMY LEBEAU/GAMBIT's eyes behind the shades are red. Remy speaks with a Cajun accent.

The men play poker, five card draw.

**REMY**

Call and raise.

**NERVOUS CARDPLAYER**

He's bluffing. He's gotta be bluffing.

**SMOOTH CARDPLAYER**

He's taken you for all of what little you've got.

**NERVOUS CARDPLAYER**

He's gotta be bluffing. You're bluffing, aren't you?

**REMY**

Poker is like a magic trick, homme. It ain't just about bluffing. It's about deception, misdirection.

**SMOOTH CARDPLAYER**

Does that mean there's a rabbit in your pocket?

Remy smiles.

**NERVOUS CARDPLAYER**

I fold.

The silent cardplayer tosses his cards on the table, shaking his head.

**REMY**

What about you, mon ami? You gonna walk outta the theatre wit'out seeing de prestige?

**SMOOTH CARDPLAYER**

Call.

Smooth cardplayer throws a wad of cash on the table, followed by his hand: full house, ten over nines.

Remy lays his cards down one at a time: ten, jack, queen, king. The other men hold their breaths as Remy holds his last card. The camera spins around and we see that Remy is holding the ace. It seems to crackle lightly with kinetic energy for a moment. Then Remy sets the card on the table – face down.

**REMY**

Well, you can't win dem all.

**NERVOUS CARDPLAYER**

See! I told you he was bluffing.

**SMOOTH CARDPLAYER**

You had me going, Cajun.

**REMY**

(standing)

What can I say? I'm all flash and no substance. And now dat you've made all my money disappear, I'm goin' up t' get some of dat air.

The other three men continue to play as he walks away; and the ace sits facedown on the table, a mystery.

**INT. CARGO SHIP HOLD – CONT'D**

Rogue examines the boxes and crates in the cargo hold, her back to the entrance. Two rough-looking deckhands approach.

**BURLY TOUGH**

Hey! Who are you? What are you doing here?

**ROGUE**

Um, nobody. Nothing. Go about your business. Don't mind me.

**LEERING TOUGH**

Woo-hoo! What a cutie.

**BURLY TOUGH**

If you're not a package or a paying passenger, you've gotta beat it.

**ROGUE**

Look, Ah'm sorry. Ah needed to get away fast. Couldn't you just look the other way?

**BURLY TOUGH**

Beat it. Or get beat.

**ROGUE**

Hey, no need to be a brute. You want me off, fine. Soon as this tub stops Ah'm outta here.

**BURLY TOUGH**

(flexing)

Sorry sweetheart. Off means off. Now.

**ROGUE**

Good. I was fixin' for a fight.

**LEERING TOUGH**

I can think of a couple ways she could pay for passage.

**REMY**

(from the entrance)

Dat's no way t' treat a lady.

**ROGUE**

Go away. Ah don't need your help.

**REMY**

Doesn't look dat way.

**ROGUE**

Looks can be deceiving.

As the leering tough lunges at her, she turns to metal and smashes him in the face. He reels backward, clutching a broken nose. Colossus' power suddenly fades and she returns to normal.

The burly tough runs at her. She flips him over her shoulder, a la Wolverine's training.

He lands at Remy's feet, shaking his head, stunned and astonished, but a glance at the Cajun has him scrambling up and prepared to fight. Remy throws a rather casual straight punch toward the burly tough's face. The tough throws up both hands for an easy boxing block, but the punch was only to distract from Remy's foot to the tough's knee followed by a swift, high kick to the head, French Savate style.

As the burly tough goes down, the leering tough, nose bleeding, regains his feet and grabs Rogue, pinning her arms. Remy moves in for the assist … and the man collapses from the touch Rogue's bare arms. Remy gives her a nod, some awe and respect in his eyes.

**REMY**

Deceiving and mysterious, chere. I like dat.

**ROGUE**

I could've handled them.

**REMY**

I see dat. But when someone is willing to help, why turn dem down, neh?

Yeah, well, okay, Rogue's body language implies.

REMY

I'm Remy. Remy Lebeau.

**ROGUE**

Rogue.

Approaching voices indicate the commotion has been heard.

**REMY**

It seems we've worn out our welcome. C'est la vie. Dis was my stop anyway. Time t' get a move on.

He takes a card from the game he had been playing earlier and uses it to blow a hole in the upper deck.

REMY (cont'd)

But not wit'out what I came for first.

He comes toward Rogue like she's his target, but instead he reaches around her and picks up a small box covered in Egyptian markings. Remy grins.

REMY (cont'd)

Let's go.

Remy and Rogue escape out of the new exit in the ceiling.

**EXT. MUIR ISLAND – DAY**

The Blackbird comes down in a fog of jetwash, landing on the grass on the coast of Muir Island. The ramp descends and Storm's heeled boots come striding down to the lawn. From behind, we see Storm regard a big, secure-looking building standing by itself on cliff overlooking the shore: Muir Island Research Center.

**INT. MUIR ISLAND RESEARCH CENTER – DAY**

A man in a lab coat leads Storm into an observation room, where MOIRA MACTAGGERT makes adjustments on some kind of switchboard in front of a glass partition that looks out on an enormous white room. Inside the room a blonde female mutant, CAROL DANVERS, soars, wingless, around DAVID HALLER. He stands in the middle of the room watching Carol fly as he mutters to himself.

**MAN IN LAB COAT**

Dr. MacTaggert, you have a visitor.

**MOIRA**

Ororo! What a pleasant surprise.

**STORM**

It is good to see you, Moira.

Moira and Storm exchange a friendly embrace.

**MOIRA**

What brings you all the way out here? Is everything alright at the school?

**STORM**

I'm afraid not. I came to learn about a patient here that the Professor had been researching.

Moira turns uncomfortably back to her monitors and readouts and begins messing around with some buttons.

**MOIRA**

I, uh, I don't think there's much I can tell you.

In the observation room, David's hands shoot out and pyrotechnic fire blasts Carol midflight. She throws an arm up to protect her face before she is completely engulfed in white-hot flame. When the inferno clears, Carol hovers in the air completely unharmed. She nosedives at David and pins him against a wall.

**STORM**

She is incredible.

**MOIRA**

She is. We've been testing her limits. Besides flight and strength, Carol is nearly indestructible as well.

Hands pinned at his side, David mutters furiously to himself and panels begin to peel themselves off the wall to bombard Carol in the head.

**STORM**

Who is that?

**MOIRA**

David Haller. He also seems to have a legion of abilities: telepathy, telekinesis and pyrokinesis, just to name a few. Unfortunately his mental unbalance makes it difficult for him to control his powers.

Moira frowns at her readouts, but she appears to have something else on her mind.

MOIRA

This trouble at the school, it's pretty serious is it?

**STORM**

The school may be about to face the most dire threat it has ever encountered. Moira, do you know of the man Xavier was researching?

**MOIRA**

He … he's not here anymore.

**STORM**

He has been moved?

**MOIRA**

(conflicted)

Yes. Um, no.

**STORM**

Moira, what aren't you telling me?

Dr. MacTaggert pauses a long moment, considering. Finally she seems to make a decision and looks up at Storm.

**MOIRA**

I do have something to tell you. But not here. My house is not far. Wait for me there.

**EXT. SOMEWHERE ALONG THE MISSISSIPPI – DAY**

Remy and Rogue, dripping wet, walk alongside the river, heading toward some town, the tops of whose buildings they can see rising above the trees. Rogue wrings out her hair as they walk; Remy is carrying the box he took from the ship under one arm.

**REMY**

What next, chere? You gonna keep headin' towards N'Awlins?

**ROGUE**

New Orleans? Is that were that tub was going? Ah just jumped on the first ship heading out.

**REMY**

Which means you're runnin' from someone. I swear, Rogue, you become more fascinatin' by de moment.

**ROGUE**

Not someone, more like something. Ah was at a school for … people like us.

**REMY**

Dey have a school for de exceptionally charming and good-looking? Guess for some of us it jus' comes naturally.

**ROGUE**

(flatly unamused)

Mutants. It was a school for mutants.

**REMY**

Ah. Dat come naturally too.

**ROGUE**

There's nothing "natural" about what Ah do. Ah shouldn't have these powers. Ah don't want them.

**REMY**

Gotta take life as it comes, chere.

**ROGUE**

Easy for you to say. You blow stuff up. What guy wouldn't want that ability?

**REMY**

"Blow stuff up?" You trying to hurt ol' Remy's feelings?

With his free hand Remy whips out a playing card from seemingly nowhere, holding it between two fingers as he explains:

REMY

I tap into de potential energy wit'in an object and transform it into kinetic energy. I charge de cards, I throw de cards, dey go boom.

**ROGUE**

(unimpressed)

So what's that? A fancy way of saying, "Ah blow stuff up"?

**REMY**

(BIG smile)

Pretty much.

He throws the charged card at a pile of debris on the riverbank. It goes KA-BOOM and debris goes flying. Rogue just rolls her eyes, then nods at the box Remy is carrying, the one he took from the cargo ship.

**ROGUE**

So you're a thief.

**REMY**

You say dat like it's a bad t'ing, chere.

**ROGUE**

It is. Ah know, because Ah'm a thief too. Except Ah don't steal people's things. Ah steal their powers and their memories. Ah guess that makes me worse than you.

**REMY**

You t'ink dat makes you a bad person?

**ROGUE**

Don't you?

**REMY**

I've met a lot of bad people in my day, chere. You don't even come close.

Rogue crosses her arms, still unconvinced, but the barest hint of a smile teases her lips. The pair continue walking toward town.

**EXT. MUIR ISLAND – DAY**

Storm strolls up a hill through a field of rolling meadow. With the sun shining high, the ocean lapping serenely against the beach below, verdant green grass stretching far and wide, the word for this place is idyllic. Moira's house can be seen atop the next hill over, facing the beach. Storm appears deep in thought as she crests the hill, but is surprised by someone else approaching from the other side.

Sunlight flashes off a bald head, which is followed by the upper body, followed by the rest of the man who Storm – in open-mouthed amazement – recognizes as the patient from Xavier's research.

**XAVIER**

Hello, Ororo.

**STORM**

Charles?

An unfamiliar Xavier smiles familiarly at her.

**INT. A SHADOWY CORNER OF SOME DOCKS – DAY**

In an alley between two ramshackle buildings, a furtive figure approaches another figure cloaked in deep, almost unnatural shadow. The former is Remy Lebeau. He delivers the Egyptian artifact to the latter, who reaches for it with black-gloved hands. His voice has a languid, English flavor to it despite a business-like directness.

**SINISTER FIGURE**

Excellent. Any problems?

**REMY**

None t' speak of.

**SINISTER FIGURE**

Good. I have another assignment for you. Two, actually.

Out of the shadows the sinister figure hands Remy a folder, which he opens and peruses.

**REMY**

Muir Island? Where's that?

**SINISTER FIGURE**

Northern coast of Scotland.

**REMY**

I'll be sure t' pack my kilt. Security looks pretty tight for a research center.

Two spots of red flash briefly in the shadow, like red eyes catching a hint of light.

**SINISTER FIGURE**

(menacingly)

Do you foresee trouble getting in?

Remy pauses and for the first time since we've met him something like uncertainty crosses his features.

**ROGUE** (o.s.)

Remy!

Remy looks over his shoulder at Rogue's call and backs up against the wall. In the opening between the two buildings, Rogue can be seen outside the alley, looking for Remy.

**REMY**

(watching Rogue)

I t'ink I have a way.

**EXT. MUIR ISLAND COASTLINE - CONTINUING**

Storm leans back on her elbows against a large boulder as Xavier stands, winging stones out into the sea. Moira's house can be seen on the cliff above.

**STORM**

Charles, why didn't you contact us, let us know you were alive? We've missed and needed you at the school.

**XAVIER**

Have you? From what I've heard the school has thrived under your leadership.

**STORM**

Perhaps. But it is your name on the sign out front. The school, the X-Men, they were your dream. You have a responsibility to them. How can you let it go just like that?

**XAVIER**

(sadly)

I've already failed in my responsibility to my student, Ororo. If it were not for me, Jean and Scott would still be alive.

**STORM**

Is that why you haven't returned? Charles, their deaths were not your fault. They believed in your dream. They wanted to be a part of it.

Xavier pitches a stone into the angry waves.

**XAVIER**

I didn't found the X-Men in order to fill the family graveyard.

Storm stands to put a reassuring hand on Xavier's arm, stopping him from flinging another rock.

**STORM**

I know you didn't. I have something to tell you that will bring you no comfort, but I have neither the words nor the heart to tell you. You must look into my mind and see for yourself.

At Storm's invitation, Xavier telepathically looks into her mind. Images flash of slain Morlocks and the Shadow King, as well as some of Cairo in Egypt. Xavier breaks contact with Storm's memories.

**XAVIER**

(horrified)

Oh no.

**EXT. MUIR ISLAND RESEARCH FACILITY - DAY**

Remy and Rogue sit in front of a desk in a small office. The name on the door reads: Dr. Moira MacTaggert. The two are waiting for her to arrive. Rogue perches on her chair, jittery with anticipation. Remy slouches in his seat, affecting an overly casual attitude. His eye wanders as if he's either casing the joint or feeling guilty. Or both.

**ROGUE**

Do you really think these people will be able to help me?

**REMY**

If anyone can, I'm sure dese are de people.

**ROGUE**

Thanks for bringing me here. Ah misjudged you.

**REMY**

Sure. T'ink nothing of it. Happens all de time.

Behind Rogue's back, Remy's expression is a decidedly guilty one.

**INT. MUIR ISLAND RESEARCH FACILITY - DAY**

Xavier knocks on the door to Moira's office. She calls for him to enter. The doctor sits behind her desk, seated across from Remy and Rogue.

**XAVIER**

Forgive the intrusion, Moira, but I have learned of a grave threat. May we use your facility?

**MOIRA**

Of course, Charles.

Xavier turns to leave the room just as Storm arrives at the doorway. She is about to move back so Xavier can exit when she spots just who is sitting in Moira's office.

**STORM**

Rogue?

Rogue snaps up to her feet.

**ROGUE**

Storm!

**STORM**

What are you doing here?

Remy is looking at Storm with an eye just a touch too appreciative.

**STORM**

Who is this?

**ROGUE**

This is Remy. He's … a friend. Remy this is Storm.

Remy stands and takes Storm's hand with a charming smile.

**REMY**

Enchanté.

Storm gives him a funny look as she pulls her hand away.

**XAVIER**

What brings you to Muir Island, Rogue?

**ROGUE**

Ah'm sorry, who're you?

**STORM**

This is Charles Xavier. The Professor, Rogue.

**ROGUE**

Wait. What?

**XAVIER**

It is a long story. I'm more interested in yours right now.

**ROGUE**

Ah took the cure.

She is expecting the Professor to be angry with her, perhaps lecture her on running away from who and what she is, but he only takes the news with disappointment.

**XAVIER**

I regret that I was not able to help you with your gift, that you were driven to that extreme.

Storm also seems to expect more from Xavier. She casts a surprised glance at him, as Rogue explains somewhat uncomfortably:

**ROGUE**

Yeah, well, it didn't work. Ah mean it did, for a while, then my "gift" came back and Ah put Colossus in a coma.

**STORM**

Now you're here to ask Dr. MacTaggert to take it away again.

**ROGUE**

If she can, yeah.

**STORM**

Rogue, you don't have to do this.

**ROGUE**

Don't Ah? Maybe we should ask Pete. When he wakes up, that is.

**STORM**

It is your choice.

**ROGUE**

It is. Ah don't want this power. Ah need help.

There's an awkward silence, which Dr. MacTaggert graciously fills. Standing, she motions to Rogue.

**MOIRA**

Come with me. I can't promise anything, but we'll run some tests.

Moira ushers Rogue and Remy to the exam room. Xavier and Storm follow them out of the office, but pause near the door.

**STORM**

Charles, why didn't you try to talk Rogue out of this course?

**XAVIER**

Do I have any right to try and stop her? Can I promise her control if I ask her to trust me to help her?

**STORM**

You must not doubt yourself, Professor.

The look on Xavier's face says he's not convinced, but rather than argue the point he continues walking and changes the subject.

**XAVIER**

Speaking of trust, I sense some deception around this Lebeau character.

Up the hallway a bit they can see Remy walking just behind Rogue and Dr. MacTaggert. He is either absolutely fascinated by the size and scope of this facility or he is mentally mapping the place.

**STORM**

What do his thoughts say?

**XAVIER**

There is an unusual static interference surrounding his mind, perhaps a natural part of his mutant power. It prevents me from reading his thoughts.

Moira opens the door to an exam room for Rogue, but Remy begs off, gesturing as if to say he has to make a call but he'll be right back, or the like.

**STORM**

I will keep an eye on him.

**XAVIER**

Thank you. In the meantime, I shall see what I may discern of the Shadow King's whereabouts.

**INT. MUIR ISLAND RESEARCH FACILITY – CONT'D**

Moira enters the same observation room where Storm met her earlier. Charles sits in a rolling chair, plugged into a headset that looks like Cerebro Lite. He looks up as Dr. MacTaggert puts a hand on the back of his chair and leans forward to see the readouts on the screen in front of him.

**MOIRA**

What are you doing?

**XAVIER**

I'm using your psychic energy wavemeter to scan for telepathic activity, but its range is rather limited. You wouldn't happen to have under observation here a mutant whose power is to invent almost anything, would you?

**MOIRA**

Don't be daft.

**XAVIER**

Pity. A mutant like that would certainly come in handy.

**MOIRA**

Why do you need this equipment? Can't you use your powers?

**XAVIER**

The Astral plane is too vast. Unless the Shadow King takes a physical host, I have very little chance of finding him.

**MOIRA**

Forgive me for asking, Charles, but wouldn't this be much easier on Cerebro?

**XAVIER**

Yes, it would. But I am not ready to return home. Not yet.

Moira seems to understand in a sad way. She moves her hand from the chair to his shoulder and gives it a squeeze. Charles puts his hand over hers.

**MOIRA**

I'll just go see to Rogue, then.

As Moira walks away, Xavier grimly sets to work.

**INT. MUIR ISLAND RESEARCH FACILITY EXAM ROOM – CONT'D**

As Rogue lays in a machine resembling an MRI scanner, Dr. MacTaggert reviews a printout of the results of her tests.

**MOIRA**

The cure worked by altering your brain chemistry, but in the past few months your brain has adapted.

**ROGUE**

So give me another dose of the cure.

**MOIRA**

I'm afraid it doesn't work that way. Even if I could get my hands on it, you're now immune.

In close-up, disappointment shows plain on Rogue's face.

**SHADOW KING** (o.s.)

Rogue, my child. Why would you want to rid yourself of such a marvelous gift?

**ROGUE**

Did you say something?

Silence for a moment, long enough for Rogue to think she imagined it. She sighs and closes her eyes.

**SHADOW KING** (o.s.)

The time has come for you to stop fearing your own shadow, Rogue. Rather, embrace it!

Rogue's eyes snap wide open and a shadow falls across her face.

**INT. MUIR ISLAND RESEARCH FACILITY LAB – CONT'D**

With a pair of lockpicking tools, Remy works the complicated-looking lock of a large steel door. Storm silently comes up behind him.

**STORM**

(loudly)

Your standard tricks are not going to work on that door. It's magnetically sealed.

Remy bolts upright, spinning to face her. His startled expression quickly turns into a grin.

**REMY**

Mon dieu! You scared me, Stormy! I'm impressed. Aren't many who can sneak up on me.

**STORM**

Please do not call me that. So you are a thief. That explains much.

She steps forward to face him in front of the door.

STORM (cont'd)

Why are you attempting to break into this room?

**REMY**

I can't resist a challenge.

**STORM**

It seems this one is beyond you.

A sly smile spreads across Remy's face.

**REMY**

You t'ink you could do it?

**STORM**

What makes you think I could?

**REMY**

Jus' an instinct.

**STORM**

I have no need to break into this room. Dr. MacTaggert would happily let me in if I asked.

**REMY**

A simple door is too much for you, den?

They stare at each other for a beat, Remy smug and challenging, Storm well nigh unreadable. Finally, the corner of Storm's lips turn up in a rather cocky smirk.

**STORM**

Let me show you how it's done.

**REMY**

You're a woman after my own heart, Stormy.

**STORM**

Shut up, Lebeau.

Storm bends down over the lock. A tiny burst of lightning shoots from her finger to the keyhole. The door pops open and Storm straightens proudly. It seems Remy has sized her up pretty well.

**INT. MUIR ISLAND RESEARCH FACILITY – CONT'D**

In the observation room, Xavier puts a hand to Cerebro Lite's headset and frowns, leaning forward to make some adjustments to the settings.

**SHADOW KING** (o.s.)

Searching for me? How touching. Did you miss me, Charles? I have you. Indeed, I've thought of little else over the years than the moment of our final meeting. And my revenge.

An expression of lethal focus comes to Xavier's face as he closes his eyes and hunkers down for a psychic battle. He speaks aloud:

**XAVIER**

You were not strong enough to defeat me the last time we fought. What makes you believe you'll win today?

The psychic wavelength device starts beeping and an indicator light flashes. Xavier's eyes open wide and he stands.

**SHADOW KING** (o.s.)

I have had nothing but years in which to grow stronger. And now that I have found a suitable host, giving me a physical anchor to this plane of existence, you will find I am much more than a match for you.

**XAVIER**

Who-?

A foreboding silence answers.

**INT. MUIR ISLAND RESEARCH FACILITY EXAM ROOM – CONT'D**

Dr. MacTaggert presses a button and the scanner bed rolls out. Rogue sits up, smiling incongruously.

**MOIRA**

I'm sorry, Rogue.

**ROGUE**

It's okay, Doctor. Ah think Ah just might want to hang on to mah powers after all.

Rogue lays her hand on Moira's neck. Moira falls to the ground.

ROGUE (cont'd)

(with light Scottish accent)

That was yummy.

A shadow falls across Dr. MacTaggert's prone form, and Rogue looks up to see David Haller standing in the doorway. He appears more sane and a whole lot more evil than the last time we saw him. And he speaks with the Shadow King's voice:

**SHADOW KING/DAVID**

The time has come to settle old scores and bring about the fulfillment of a destiny too-long denied. Both involve the destruction of Charles Xavier's school, his beloved pupils and ultimately, the man himself.

Rogue steps over Moira's body as she joins him.

**INT. MUIR ISLAND RESEARCH FACILITY – CONT'D**

Remy and Storm enter a store-room of genetic material. Shelves stretching to the ceiling, filled with meticulously labeled cylindrical containers.

**STORM**

Now you know I could do it. The question remains: why? What value could a roomful of genetic samples have to a thief like you?

Remy examines the shelves, figuring out the classification system. He answers smoothly:

**REMY**

My client donated some genetic material to the research center. He recently discovered he has a rare disease and would like his sample back before he infects others.

Storm crosses her arms skeptically.

**STORM**

Fine. We'll just go tell Dr. MacTaggert and she will destroy the sample.

**REMY**

My client values his privacy and would prefer not to make a fuss.

From the look on her face, Storm still isn't buying his story. So Remy again changes the subject.

REMY (cont'd)

You're good. You a professional?

**STORM**

Not in more years than I am willing to admit. I am a teacher now.

**REMY**

At dat school Rogue was telling me about? De one for mutants?

**STORM**

Yes.

**REMY**

Doesn't seem much your style, chere.

**STORM**

You don't know me well enough to make that judgment. But the truth is, if it wasn't for Xavier I might now be walking your path.

**REMY**

Xavier? Your follicly-deprived friend? What'd he do?

**STORM**

He had a dream, one that he was generous enough to share.

**ROGUE** (o.s)

Found you.

Rogue leans against the door, arm above her head. She is smiling, getting her vamp on, completely ignoring Storm to flirt with Remy. She wears a tight, high-necked shirt (which she had been wearing earlier) but no gloves.

ROGUE (cont'd)

Hey, handsome.

**REMY**

Chere! You're looking … good.

She preens under the compliment, throwing her arms around Remy's neck.

**ROGUE**

Thanks, sugar. For that you get a kiss.

**REMY**

Um, what about your power?

**ROGUE**

Dr. MacTaggert fixed me. Ah'm cured.

**REMY**

Dat so?

They get close. Real close. Her lips slowly approach his.

**INT. MUIR ISLAND RESEARCH FACILITY EXAM ROOM – CONT'D**

On the floor of the exam room, Moira groans and begins to stir. Carol, passing the open door, rushes into the room and bends to help the doctor.

**CAROL**

Moria! What happened?

**MOIRA**

Rogue … turned by the Shadow King … You must …

Carol's expression turns furious.

**CAROL**

Oh, I'll take care of her. Just as soon as I take care of you.

Carol heaves Moira to her feet and half-carries her out of the room.

**INT. MUIR ISLAND RESEARCH FACILITY WORKROOM – CONT'D**

Behind Xavier, the observation window shatters in a rain of glass and fire. The Professor is thrown to the ground. The Shadow King, as David, strides through the opening created by the explosion.

**SHADOW KING/DAVID**

It has been two decades since we last met face-to-face, Charles. I see the years have changed us both.

Xavier struggles to his feet to stand against the Shadow King. The two begin to move in a slow circle around each other, each sizing up their old nemesis.

**XAVIER**

Only in physical appearance. You are still the same evil creature you were so long ago.

**SHADOW KING/DAVID**

Ancient evil never dies. I am the shadow within humanity's soul. When the dream came in the night, I was born as the first nightmare.

**XAVIER**

You are an abomination.

**SHADOW KING/DAVID**

We are more alike than you care to admit, Charles. How have you come to this body of yours?

**XAVIER**

That was a case of desperate need. He would likely have never recovered.

**SHADOW KING/DAVID**

That's how it starts. Whose need was it, Charles? His need? Or yours? How do you know he would never have recovered? You've taken your first steps toward becoming as evil as I.

**XAVIER**

That's never going to happen.

**SHADOW KING/DAVID**

Even the most sanctimonious is capable of falling, Charles.

At that he makes a sudden pushing motion with his hands and Xavier slams back against the equipment panel, shoved by an invisible force.

**INT. MUIR ISLAND RESEARCH FACILITY STOREROOM – CONT'D**

As Rogue is about to lay one on Remy, with Storm watching on in much confusion, Carol bursts in straight through the roof. Flying in, she snatches Rogue away from Remy and slams her against a wall. Storage canisters drop to the floor.

**STORM**

Carol! What is the meaning of this?

Storm and Remy attempt to pull Carol off of Rogue, but super-strong Carol shoves them away while still pinning Rogue by her throat.

**CAROL**

She attacked Dr. MacTaggert! She nearly killed her!

**STORM**

Rogue, what is she talking about?

**ROGUE**

She's out of her mind. Strike her!

Remy charges a playing card and prepares to throw, but Storm grabs hold of his arm.

**STORM**

No, wait. Something is not right. I sense a familiar dark taint at work here.

Rogue smiles, then grabs Carol's naked wrist with her ungloved hand, spinning Carol to face the other two. Carol gasps as life begins to drain from her.

STORM (cont'd)

(alarmed)

Rogue, what are you doing?

**ROGUE**

Ah'm being evil. It's all kinds o' fun.

**STORM**

This is not you speaking, Rogue. This is the Shadow King's touch.

**ROGUE**

Actually, for the first time Ah feel like Ah am who Ah was meant to be.

The life is draining from Carol before their eyes. At a hurried nod by Storm, Remy throws a charged card at the pair, but Rogue deflects it off her arm. It explodes on contact but the explosion flies like a fouled baseball into the shelves above Storm.

Storm panics as shelves, containers and pieces of the wall fall on her. The last thing we see as she disappears behind a wall of debris is her eyes turning white. Wild wind and lightning strikes lash down from the open ceiling, causing more explosions and more debris. This is a storm that destroys buildings.

Rogue and Carol are engulfed in a cloud of flame and smoke.

**INT. MUIR ISLAND RESEARCH FACILITY WORKROOM – CON'T**

Xavier and the SK/David look up as explosions rock the building. Falling debris knocks out Xavier. The SK/David stands over the comatose Professor, thunder booming in the background.

**SHADOW KING/DAVID**

You will not cheat me out of my revenge, Charles.

We see the SK/David's feet as he leaves the room, leaving an unconscious Xavier in the collapsing building.

**INT. MUIR ISLAND RESEARCH FACILITY – CONT'D**

The wind and lightning whisp away, and the smoke clears. Rogue stands unharmed, Carol collapsed at her feet - dead. Rogue, imbued with the mutant Carol's powers, flies out of the building through the ceiling. Though the storm has ceased, the lab is still collapsing.

Remy begins to dig at the pile of rubble that fell on Storm, but another explosion nearly shakes him off his feet. Recovering his footing, he sets at it again. Yet another explosion shakes another layer of debris down, which he dodges away from.

**REMY**

(regretfully)

Je suis désolé, Stormy.

Remy snatches a cylindrical container rolling around on the floor and runs out of the room. Passing by the observation room he hears a moan as Professor Xavier begins to come to. Remy glances anxiously toward the exit, but dashes in to help Xavier to his feet. Together they flee the facility.

**EXT. MUIR ISLAND RESEARCH** **FACILITY – CONT'D**

Remy and Xavier run out of the facility, a trail of dust and debris on their heels. Sounds of collapsing walls can be heard inside. Moira rushes out of a crowd of the facility's personnel up to the two of them.

**MOIRA**

Charles! The Shadow King, he's turned Rogue!

**XAVIER**

And taken David as his host.

**MOIRA**

Carol! She went back to-

**REMY**

(regretfully)

She didn't make it.

The Professor scans the crowd around the facility.

**XAVIER**

Where is Storm?

**REMY**

A room fell on her. I tried t' dig her free but …

Remy shakes his head. Xavier closes his eyes and concentrates.

**XAVIER**

I cannot sense her thoughts.

**MOIRA**

Does that mean she's unconscious?

**XAVIER**

Or dead.

**MOIRA**

We must find her and help her!

**XAVIER**

(frustrated)

There is no time! If we do not stop the Shadow King he will wreak havoc on the lives of countless innocents.

**REMY**

You jus' gonna leave her on her own, den?

Xavier hangs his head momentarily, then raises it with resolve.

**XAVIER**

I must. If the Shadow King is left unchecked, the entire world will pay the price.

Remy looks at him, evaluating.

**REMY**

Storm, she said you're a man wit' a dream.

**XAVIER**

Yes. And I have let my guilt nearly destroy it.

**REMY**

I know a t'ing or two 'bout guilt. It will eat you up, if you let it.

**XAVIER**

No more. I know what I must do. I must return and face it. I will not let the Shadow King twist my dream into a nightmare.

**REMY**

Need a hand?

Now it is Xavier's turn to evaluate Remy.

**XAVIER**

You have seen what I face. Why would you wish to include yourself in this fight?

**REMY**

You and Stormy make dis Shadow King fellow sound like some really bad news. Doesn't sound like de kind of world ol' Remy would like t' live in if he won.

**XAVIER**

Very well. If you are willing to help, I will not refuse.

**MOIRA**

To New York it is, then?

**XAVIER**

Yes. It's time to go home.

**INT. COLLAPSED LAB - DAY**

Storm's eyes open. She is in a tight pocket of rubble with seemingly no way out. Desperately Storm starts scrabbling at the debris, trying to clear it. But the rubble shifts and the space gets tighter. Storm begins to breathe heavily. She closes her eyes again, taking long breathes in an attempt not to panic.

**Flashback: INT. A HOUSE IN CAIRO, EGYPT – DAY**

A five year-old Ororo sits at a kitchen table while her parents laugh a short distance away at the kitchen counter. Out of nowhere a plane crashes into their home and the world explodes into darkness. When the smoke and dust begin to clear, the child Ororo finds herself trapped. Nearby her parents lie dead.

**EXT. X-MANSION FRONT DOOR – DAY**

Remy knocks on the front door of the X-Mansion. Professor X stands next to him, Moira just slightly behind the two. The door opens, answered by a cigar-smoking Wolverine.

**XAVIER**

Hello, Logan.

**WOLVERINE**

Who're you?

**REMY**

I thought you said you own dis place, homme.

**WOLVERINE**

(closing door)

Wrong mansion, bub.

**REMY**

(catching door)

Dis is Xavier's School for Gifted Youngsters, non? He is Professor Xavier.

**WOLVERINE**

Nice try, gumbo, but the real Professor was ten years older and two feet shorter.

Xavier smirks.

WOLVERINE (cont'd)

Got the haircut right.

**REMY**

Is dere someone else in this mansion we can talk to?

**WOLVERINE**

Look, whatever you're selling, we already got two. So move along before I get angry. Trust me, you wouldn't like me when I'm angry.

**REMY**

Careful dere, homme, you're about t' turn colors.

**WOLVERINE**

I'm about to turn you into mincemeat, bub, so take my advice and shove-"

Beast passes by behind Logan just as Moira walks up behind Xavier and Remy.

**BEAST**

Moira?

**MOIRA**

Hank!

Beast throws the door wide open to allow her in. Amid the conversation between the two, Wolverine is confused, Remy is smug and Xavier is amused.

**INT. X-MANSION XAVIER'S STUDY – CONT'D**

The Professor stands in the center of a large, nicely-furnished room, an oriental rug under his feet. Lots of polished wood and leather. Around the room Beast, Wolverine, Angel, Shadowcat and Iceman are arrayed in various positions, listening. Moira sits in a chair to the side, and Remy leans against a far wall.

**WARREN/ANGEL**

(whispering to Wolverine)

That's the Professor? I thought he was dead.

**WOLVERINE**

Seems he got better.

They return their attention to Xavier.

**XAVIER**

The Shadow King is the kind of creature I founded my school – and then the X-Men – to combat. He is everything I have stood against my entire life. If you will allow me the slightest touch on your mind, I will show you how we first became aware of each other.

Two phantom figures rise out of the ground; one of them solidifies into a young Xavier.

XAVIER (cont'd)

Many years ago, in Cairo, my wallet was lifted by a young pickpocket.

The smaller shade becomes a little thief with white hair and blue eyes. Xavier smiles in fond remembrance.

XAVIER (cont'd)

I used my powers to stop her. Suddenly a bolt of psionic energy struck me.

The blast knocks young Xavier off his feet.

XAVIER (cont'd)

The source of the attack lay within a nearby tavern.

A new figure appears out of the ether, a corpulent fellow resembling Signor Ferrari from Casablanca.

XAVIER (cont'd)

Within the bar I met Amahl Farouk, the crimelord of Cairo, a mutant with vast telepathic powers. Farouk attacked me as a warning to leave the area of his domain. I sensed the evil within him.

The Professor falls silent a moment, his thoughts trailed off on a tangent. He shakes it off and turns back to the group.

XAVIER (cont'd)

I refused to give in and our astral forms began a battle. I defeated Farouk, killing his physical body and imprisoning his psychic energy on the astral plane.

The figures dissipates and Xavier returns to the center of the room.

**WOLVERINE**

So what happened? How did he escape?

**XAVIER**

I must assume he used the opportunity presented when I transferred my psychic energy to this body.

**SHADOWCAT**

Can he do that too? Transfer his consciousness into a new body?

**XAVIER**

Yes, except I sincerely doubt he would chose a host based upon the strict guidelines I imposed upon myself.

**BOBBY/ICEMAN**

Whoa, hold on a second. This Shadow King character is possessing Rogue?

**XAVIER**

No, the Shadow King has corrupted Rogue, blocked all morality and inhibitions she once possessed and allowed the fallen nature humanity shares to act freely. She is warped and twisted, but she is essentially herself.

**BEAST**

That matter may be somewhat debatable. Without the morality that is at our core, can we really be said to be ourselves?

**XAVIER**

I concede the point, but we scarcely have time for philosophical discussions. I must use Cerebro to find Rogue and stop the Shadow King.

**Flashback: INT. COLLAPSED HOUSE IN CAIRO – CONT'D**

The child Ororo hides her face in her knees in terror. A hand touches hers and she looks up to see a bald-headed kid smiling encouragingly. He motions to her to follow him. Ororo turns to look at the debris of the crashed plane, then turns back to the other child, but he is gone.

**INT. RUBBLE OF THE MUIR ISLAND RESEARCH FACILITY – CONT'D**

Storm's breathing steadies. She opens her eyes; they turn completely white, a sign she is using her mutant power. At first nothing appears to be happening, but eventually a whistle of wind exploits a gap in the debris. Storm's eyes return to normal and she begins to carefully move through the rubble.

**INT. A BEDROOM IN THE X-MANSION – CONT'D**

Remy wanders about an empty bedroom that has an air of being unused for some time. He pauses by a vanity with a large mirror and peeks into a couple of drawers. In one of them is a woman's hairbrush. Remy hears the sound of footsteps in the hallway and snatches the hairbrush, stuffing it in his pocket and hastily closing the drawer. He beats a quick retreat.

**INT. HALLWAY IN THE X-MANSION – CONT'D**

In the hallway, Remy nearly runs right into Bobby. Iceman regards him with suspicion.

**BOBBY/ICEMAN**

Hey. That was Jean Grey's room. What were you doing in there?

**REMY**

Just looking for the restroom, neh?

Bobby gives him a skeptical look, but lets it drop.

**BOBBY/ICEMAN**

So you were with Rogue. How's she doing?

**REMY**

'Cept for the whole evil thing, she's de picture of fine. Friend of yours?

**BOBBY/ICEMAN**

She's my girlfriend.

**REMY**

Ah. Je comprends.

**BOBBY/ICEMAN**

Yeah, just see that you do.

Bobby gives Remy a warning look as he walks away. Remy, for his part, looks smug and bemused.

**INT. RUBBLE OF THE MUIR ISLAND RESEARCH FACILITY – CONT'D**

Storm, sweaty and tired, wipes her forehead with the back of her arm as she leans back to evaluate the small passageway she has cleared through the debris. Taking a deep breath, she squeezes into the passage.

**Flashback: EXT. THE STREETS OF CAIRO – DAY**

The homeless and orphaned Ororo is found by a gang of street urchins, including the silent bald-headed kid from earlier, who take her to their master, ACHMED EL-GIBAR.

Achmed trains Ororo in the arts of thievery and she soon becomes his prize pupil, excelling in picking both pockets and locks.

**INT. X-MANSION CEREBRO – CONT'D**

The round door slides open and Xavier enters Cerebro. He walks down the ramp and picks up the helmet like one saying hello to an old friend. He glances behind him left and right.

**XAVIER**

Never thought I would need to install a chair in here.

**INT. X-MANSION MEDBAY – CONT'D**

Colossus lies still on a metal slab in the medbay. Suddenly his eyes snap open. A shadow falls across his face.

**INT. X-MANSION ELEVATOR – CONT'D**

The elevator opens and Beast exits, heading toward the medbay to check on his patient.

**BEAST**

(entering the medbay)

And how are we doing, my comatose tin-man?

The bed lies empty.

BEAST (cont'd)

Oh, my stars and garters.

**INT. X-MANSION CEREBRO – CONT'D**

Xavier lifts Cerebro's headset, about to put it on, when Colossus' frame fills the doorway behind him. Xavier pauses, lowers the headset and turns.

**XAVIER**

Hello, Peter. It's good to see you up and about.

The door closes and Colossus, in human form, walks toward Xavier, who watches his approach calmly but warily. Colossus stops, looming over the Professor, lays a hand on his shoulder and switches to metal form. The Shadow King's voice echoes from the shadows.

**SHADOW KING** (o.s.)

Colossus as you remember him – indeed, as he remembers himself – no longer exists! He is but an instrument, serving the will of the Shadow King!

Then Colossus picks Xavier up and throws him against the door. With Colossus lumbering toward him, Xavier hits the button to open the door and scrambles out, hitting the door closed button as he runs.

Colossus follows, catching the closing door and shoving it back against the electric motor.

**INT. X-MANSION HALLWAY – CONT'D**

Xavier skids down the bright, shiny hallway, desperately trying to put a lot of distance between himself and the metal man doggedly following. Xavier turns a corner.

Colossus turns the same corner. There is an elevator at the end of the corridor, and nothing – no one – else. A voice from behind causes Colossus to turn his head.

**WOLVERINE**

Hey, Pete. What's up?

Wolverine tackles Colossus, who catches him and tosses him into the elevator, then follows. The doors slide shut as a fight ensues with a lot of smacking back and forth in the confined space. Wolverine is tough, but Colossus is made of metal, so there's not much damage Wolverine can do.

Colossus throws Wolverine against the back wall of the elevator. Wolverine slumps to the ground as the door opens. Colossus steps out of the elevator.

**INT. X-MANSION UPSTAIRS – CONT'D**

Xavier stands tall, the X-Men behind him.

Xavier tries to get inside Colossus' head. The struggle between the two is visible as Colossus shakes his head like he's shaking off a bug and Xavier's eyes are tight with concentration. Suddenly, Colossus lunges for Xavier. A blast from Iceman shoots the metal man through a window.

The shadow-possessed Colossus makes a strategic retreat. The X-Men gather behind Xavier in an iconic manner.

**REMY**

(leaning on his bo staff)

You folk sure know how to show a fellow an exciting time.

**INT. X-MANSION CEREBRO – CONT'D**

Xavier sits at Cerebro on a folding chair. Beast stands to one side, Shadowcat to the other.

Xavier lifts the headset and puts it on. The walls fall away with the Cerebro effect.

A world map unfolds before our eyes, focused on North America. White and red lights dot the landscape, representing humans and mutants. The white lights fade out, leaving only the mutants.

The map zooms in on New York, and those lighted dots start to seem vaguely human-shaped. As we move among these lights through the streets of New York, a shadowy blemish appears in the red aura.

**SHADOW KING** (o.s.)

I am delighted you survived Muir Island, Charles. I have delectable plans for you and your X-Men.

A horrifying LAUGH echoes through Cerebro. Xavier's face is a mask of concentration.

SHADOW KING (o.s.)

Merely slaying them is too quick and easy a vengeance. Better by far to break them, that you their mentor, Xavier, may witness the contamination of light by shadow, the supplantation of your dream with mine!

The shadow suddenly starts to expand. It reaches out toward Xavier. Xavier's face screws up in concentration and the shadow recedes slightly, then surges forward.

The room returns to normal as Xavier shunts himself out of Cerebro with a start.

**BEAST**

Professor! Are you alright?

**XAVIER**

The Shadow King, he's more powerful than before, more powerful than I could ever have imagined.

Xavier stands and begins to stride determinedly to the exit. Shadowcat and Beast follow.

XAVIER (cont'd)

But I know his plans.

**SHADOWCAT**

You can still beat him, Professor. Can't you?

Grim-faced, Xavier doesn't answer. Behind him, Kitty and Beast exchange worried glances.

**INT. RUBBLE OF THE MUIR ISLAND RESEARCH FACILITY – CONT'D**

In the narrow passage, Storm can almost hear voices. She struggles forward, but the small tunnel collapses in front of her. She shuffles back but the rear falls in as well. Storm is well and truly stuck. She begins to weep.

**Flashback: EXT. THE STREETS OF CAIRO - DAY**

A young Ororo picks the pocket of an American tourist, but as she turns to run away she is suddenly frozen in place. The man walks around to stand in front of her, then bends down to her eye level. It is Charles Xavier. He smiles and holds out his hand to her. Ororo smiles back.

**INT. X-MANSION READY ROOM – CONT'D**

The X-Men suit up, pulling on black leather jackets and gloves. The Professor is similarly suited, speaking as they prepare.

**XAVIER**

The Shadow King feeds off fear and hate. The more there is in the world, the stronger he becomes. But he was not strong enough to hide his plans from me. He intends a large-scale corruption of New York's populace, at the football stadium during tonight's game. If we do not stop him, there is no telling how strong he may become, and how many innocents will suffer because of it.

**REMY**

Dese people already hate and fear you. Why do you want t' protect dem?

**BEAST**

Hard to comprehend, it is true, but as the immortal Bard has said: "How far that little candle throws its beam! So shines a good deed in a naughty world." Or, also aptly spoken by-

**WOLVERINE**

(interrupting)

Because we're the good guys.

**REMY**

(shrugs)

Good enough for me. I'm in.

The X-Men pause to give Remy a look, uncertain of this stranger. The Professor takes the offer in stride.

**XAVIER**

Thank you. Sadly, we don't have a spare uniform. I'm afraid the body armor is custom fit.

**BEAST**

You sure you want to take him with us? Seems a sizeable gambit.

**REMY**

Gambit? I like dat.

**XAVIER**

To defeat the Shadow King I am willing to accept whatever assistance is offered. We must attack him on both the physical and astral planes. Here is what I have in mind …

**INT. NEW YORK STADIUM BOX - NIGHT**

Rogue, Colossus and the Shadow King observe the populace from a private box overlooking the stadium. The Shadow King encourages little spats in the stands. People get into arguments over teams, over seats, over beer. A SECURITY GUARD breaks up a fistfight between two men.

**SHADOW KING / DAVID**

Behold, how easily, how eagerly they hate! And I rejoice in the hatred! I feed on it! And soon, when my machinations have achieved fruition, this world shall reverberate with that hate! And those raging passions of humanity, that unbridled source of power, I shall make it my own and the Shadow King shall rule supreme!

The SK/David turns to Rogue and Colossus.

SHADOW KING / DAVID

It is time to destroy Xavier's dream. Let our game begin.

**EXT. NEW YORK FOOTBALL STADIUM – NIGHT**

On the field, the teams line up and a field goal attempt is kicked. The ball sails toward the posts, dead center until at the last moment the goalpost tilts to the side, metal SQUEALING, and the ball bounces off a yellow post. Colossus, in metal form, stands at the base with one hand on the crooked pole.

Rogue lands in end zone in front of the askew goalpost.

**ROGUE**

Howdy, y'all. We're the X-Men. We'd like you t' meet some of our friends.

**EXT. FOOTBALL STADIUM STANDS – CONT'D**

People among the crowd SCREAM as the Shadow King's Hounds emerge in the stands. People begin to run for the exits. The Hounds attack any in their path, their only goal to wreak chaos and panic among the populace. Thanks to the Shadow King's influence, those who flee selfishly push aside anybody in their way. A PANICKED MAN shoves a LITTLE GIRL, about four years old, off the stairs into an aisle where she huddles under a seat to avoid getting trampled. The Little Girl WAILS, her parents nowhere in sight.

**EXT. NEW YORK FOOTBALL STADIUM – CONT'D**

ANGLE ON:

A furry blue foot steps onto the field. Camera travels up to Beast's face and lingers for a moment for one of those iconic looking-up-at-a-football-player-with-the-stadium-behind-him shots.

As the camera moves up and out, the real X-Men follow him out of the opposing players' tunnel: Wolverine, Iceman, Shadowcat, Angel and Gambit.

Across the field, Rogue and Colossus stand with some of the Shadow King's Hounds. The opposing teams take a moment to exchange looks, then both sides rush toward each other.

The fight begins.

**INT. NEW YORK STADIUM BOX – CONT'D**

Xavier stands in the doorway of the SK/David's box.

**SHADOW KING / DAVID**

At last. Are you ready to face me now, Charles?

**XAVIER**

I am ready.

He closes his eyes and enters the Astral Plane.

**EXT. THE ASTRAL PLANE – CONT'D**

Xavier on the Astral plane looks like a certain Starfleet captain, which is appropriate because the Astral Plane looks like a field of stars. He appears in a wheelchair, then stands and a suit of psychic armor appears on him.

A black hole opens up in the field of stars. Out of this black hole emerges a hideous monster, the Shadow King's Astral projection.

Around them shadowy representations of the people fighting in the real world fight each other in space. Those infected by the Shadow King's influence are dark, while the X-Men who are protected by Xavier are light.

Xavier swings a psychic sword as the Shadow King lunges.

**EXT. NEW YORK FOOTBALL STADIUM – CONT'D**

Amid the melee, Rogue and Iceman come face-to-face.

**ICEMAN**

Rogue!

**ROGUE**

(falsely sincere)

Bobby, sugar. There's something Ah've been meaning to tell you.

She nails him on the chin and he goes sailing into the stands.

ROGUE (cont'd)

We're through.

Rogue turns and sees Wolverine, claws drawn. He drops into a fighting stance but in his face we see a trace of reluctance. He seems to make an internal choice. Slowly he retracts the claws. Rogue grins delightedly and charges straight toward him.

They trade hits and flips. In their practice sessions he held back; he's not holding back anymore. The problem is, even though he's pounding her, none of his hits seem to really faze her. After a fast-paced series of punches and blocks, Wolverine grabs Rogue and slams her to the ground, pinning her.

**WOLVERINE**

This isn't a fight you can win, Rogue. I haven't taught you everything I know.

**ROGUE**

Good thing Ah've picked up a few new tricks of mah own.

She bursts into flight and an expression of surprise bursts on his face as she picks him up and flies out over the bay. On the ground, Angel spots them but is too involved in a fight with a Hound to follow.

**WOLVERINE**

Flying. Okay, that is new. You can just drop me anywhere.

**ROGUE**

You're really cock-sure of yourself with that healing factor of yours, aren't you, Logan?

**WOLVERINE**

I've got reason to be.

**ROGUE**

That adamantium skeleton makes you really heavy. Tell me, how well do you swim?

Angel suddenly smashes into Rogue. She shoulders him away and drops Wolverine in the river. Angel dives after him as Rogue flies back to the stadium, but is too late. Wolverine claws at the water, slowly sinking to the bottom.

**EXT. NEW YORK FOOTBALL STADIUM – CONT'D**

As Beast and Iceman grapple with the Hounds in the stands, on the field Shadowcat and Remy are suddenly faced with a looming Colossus. Gambit charges a card and looses it at Colossus. It explodes harmlessly off the metal man's chest.

**SHADOWCAT**

Uh oh. Strategy?

**REMY/GAMBIT**

You know de one dey call "retreat"?

Shadowcat and Gambit run toward the end zone, Colossus following with all the slow, expressionless determination of a cyborg assassin from the future.

**EXT. ASTRAL PLANE – CONT'D**

An armor-clad Xavier battles the gianormous beast that is the Shadow King. The Shadow King beast snaps at Xavier with rows of sharp, dripping fangs. Xavier slashes with his psychic sword. The Shadow King SCREECHES in rage and pain.

A giant, clawed hand grows out of the Shadow beast's side. The Shadow King makes as if to bite at Xavier, but it is a feint. As the Professor lunges at the beast's mouth, it swoops in and grabs Xavier in its black claw.

Xavier strikes the hand with his sword, but drops it as the Shadow King begins to squeeze.

**EXT. BOTTOM OF THE RIVER – CONT'D**

Wolverine is struggling forward, but even he can't breathe underwater. He is beginning to realize he may not be invulnerable after all.

**EXT. NEW YORK FOOTBALL STADIUM – CONT'D**

Shadowcat and Gambit run toward the end zone, Colossus lumbering after them with ground-eating strides. Gambit glances over his shoulder. He glances at Shadowcat, and a gleam comes into his red eyes.

Gambit suddenly shoves Shadowcat, knocking her to the ground, and veers off the opposite direction. Colossus lets Gambit go and heads toward Shadowcat.

Shadowcat, lying on the field as Colossus looms over her, steps back on her elbows, but she is nearing a wall.

**SHADOWCAT**

Pete, I know you're in there. Fight him. You're stronger than he is!

Colossus takes two menacing steps toward her. He is now standing directly over Shadowcat.

SHADOWCAT (cont'd)

You don't want to hurt me, Pete. It's me, Katya. Remember?

Colossus reaches down for Shadowcat. He catches empty air as she goes incorporeal.

**GAMBIT** (o.s.)

Dat's no way t' treat a lady.

Colossus turns. Gambit is there, holding a glowing pink football primed to explode.

Gambit lobs the football. He way overshoots Colossus. Colossus smiles, but Gambit wasn't aiming for him. He was aiming for the scoreboard above. The football EXPLODES as it hits the sign. Glass SHATTERS and electricity CRACKLES as the board plummets.

Colossus sees the trap and tries to run. Shadowcat immediately stomps on his foot, which sinks through the grass.

Colossus, stuck with one foot implanted in the ground, throws his arms over his head as the scoreboard comes crashing down on him. Electricity surges as debris engulfs him and Shadowcat.

Gambit waits a beat, uncertain.

Shadowcat rises out of the rubble, specter-like, pulling with her an incapacitated Colossus.

**SHADOWCAT**

Some strategy, Cajun. How about next time you get to distract the metal giant and I'll throw the football grenade?

Gambit flourishes an elaborate bow, as if to say, "I accede to your suggestion."

**EXT. ASTRAL PLANE – CONT'D**

Writhing in the Shadow King's grip, Xavier summons strength and drives his psychic sword in the flesh between the beast's thumb and forefinger. The Shadow King ROARS and drops Xavier. The beast fades from the Astral Plane.

**INT. NEW YORK STADIUM BOX – CONT'D**

The SK/David returns to the physical world moments before Xavier. A telekinetic blast from him shunts Xavier through the window onto the field. Xavier lands on his back. Bone CRUNCHES and he CRIES OUT.

**EXT. FOOTBALL STADIUM STANDS – CONT'D**

A grim-faced Iceman battles a pack of Hounds in the stands. Ice blasts shoot non-stop from his hands in every direction.

As Iceman is engaged with a pair of Hounds in front of him, another Hound appears behind him, stalking, preparing to pounce. Out of the sky Angel drops down and crushes the Hound as Iceman finishes off the rest of the pack.

Angel addresses Iceman.

**ANGEL**

I need an assist.

**EXT. FOOTBALL STADIUM STANDS – CONT'D**

People in the stands are still racing around, trying to flee. Now some people fight back, striking out with fists or feet. Security guards, men protecting their families, mothers protecting their children, a couple of military men in uniform – their efforts are mostly useless against the Shadow King's Hounds.

Amid the chaos, a FRANTIC MOTHER calls for her Little Girl and is confronted by pair of Hounds resembling Legion of Doom. That's WWF, not DC. They advance toward her in tandem.

From behind, Beast suddenly arcs toward the Hounds. He lands on them simultaneously. The Hound team barely has time to react before a combination strike puts them down for the count.

Beast turns to the Frantic Mother. She SCREAMS at him and hides her face in her hands.

**BEAST**

There, there, now. Nothing to fear from me, ma'am. I'm one of the real X-Men. We're here to help.

The Frantic Mother peeks out from behind her hands. Beast makes an effort to look warm and cuddly. Frantic Mother seems to buy it.

**FRANTIC MOTHER**

Please, my little girl! We were separated, I can't find her.

Beast scans the stands. He sees a flash of color and movement beneath a seat several rows up.

**BEAST**

Never fear, madam. The X-Men are here.

Beast gathers himself up for a jump and bounds over all the intervening rows. He peeks beneath the seat at the Little Girl.

BEAST

Aren't you out past your bedtime, little one?

**LITTLE GIRL**

Kitty!

Beast makes a face as he holds out his furry blue arms to the girl. She willingly climbs into his arms, GIGGLING as he jumps back to her mother. The mother gratefully accepts the Little Girl, nodding to Beast before turning and running for an exit.

**BEAST**

(indignant)

Kitty!

**ROGUE** (o.s.)

Funny, Ah'd have gone with gorilla.

And there she is, a couple rows up from Beast. Beast snarls and lunges at Rogue.

**EXT. THE RIVER – CONT'D**

On the river bank, Iceman gestures and a shaft of ice rises up, shooting Wolverine out of the river like a pinball. With a heavy THUD-CLUNK, a dripping Wolverine lands on a metal storage container in a shipping yard.

**WOLVERINE**

(groaning)

Thank you.

**EXT. NEW YORK STADIUM FIELD – CONT'D**

The SK/David stands over a helpless Xavier, grinning evilly.

**SHADOW KING/DAVID**

Your dream has failed, Charles. But then it had such a weak vessel, didn't it? You could not save your precious students, Scott Summers and Jean Grey, and you abandoned the weather witch.

**STORM**

On the contrary, the Professor never left my side.

THUNDER and lightning announce Storms arrival as she descends from the sky. The SK/David hastily fires a pyrokinetic blast at her.

Xavier closes his eyes and re-enters the Astral Plane.

**EXT. ASTRAL PLANT – CONT'D**

While the Shadow King is distracted, Xavier's astral projection – psychic armor looking like a battered tin can – floats over the field. He finds Rogue as her astral mirror grapples with Beast's astral echo.

Xavier reaches into Rogue's head and pulls out a shadowy tendril. With tremendous effort he lifts his psychic sword and severs the black tendril. It dissolves in shatters of light.

**EXT. FOOTBALL STADIUM STANDS – CONT'D**

In mid-punch, Rogue's eyes open wide and she gasps in shock.

**EXT. FOOTBALL STADIUM FIELD – CONT'D**

Storm's lightning blasts at the SK/David. He throws up pyrokinetic shields to protect himself. It's quite a show, but the SK/David doesn't seem about to call it quits anytime soon.

**SHADOW KING/DAVID**

You were defeated before you began! You don't even realize it yet!

The SK/David suddenly makes a bewildered expression. He gasps for breath as life begins draining from him. An ungloved Rogue stands behind him, both her hands on his face. Shock remains on his face as he sinks to the ground. David Haller lays unconscious at Rogue's feet, the Shadow King's link to the physical plane severed.

**EXT. ASTRAL PLANE – CONT'D**

On the Astral Plane, Xavier constructs a prison around the Shadow King, who SCREAMS in anger.

**EXT. FOOTBALL STADIUM FIELD – CONT'D**

The Shadow King's hounds return to normal. They stare about in amazement for some moments before scattering, presumably heading for the sewers.

Colossus shifts to human form. Shadowcat helps the dazed and confused mutant to his feet. She gives him a relieved hug before the two of them and Gambit join the other X-Men centerfield.

**REMY**

Good t' see you again, Stormy. You sure do know how t' make an entrance.

**STORM**

For the last time, do not call me that.

Wolverine, Iceman and Angel join them.

**WOLVERINE**

You okay, Rogue?

**ROGUE**

Ah feel like the biggest schmuck in existence.

**WOLVERINE**

You've seen the dark side o' yourself, girl. It's not a pretty sight, I know. Just let it go. Bein' an X-Man ain't ever easy.

**ROGUE**

How can Ah be an X-Man after this?

**STORM**

That's what it means to be human: to fall, then somehow find the strength to rise again. We're mutants. That simply means we do it on a grander scale.

In the stands, people are beginning to realize that it's over. Some people stand still in complete shock, some weep, others mill about not knowing what to do. Many look toward the mutants on the field with emotions ranging from uncertainty to fear to anger.

**SHADOWCAT**

Look at them. They're terrified. They'll have even more reason to hate us after this. Isn't that exactly what the Shadow King was trying to do?

Xavier looks at the remaining crowds in the stands, his eyes sad as he sees the negative reactions.

Then, a child's giggle draws his attention. It is the Little Girl and her mother, standing with Beast. The mother smiles as the girl reaches out to Beast.

**LITTLE GIRL**

Cookie Monster!

His eyes opened, Xavier now sees a few positive, thankful expressions on faces in the crowd, mainly from the people who attempted to fight back against the Hounds. Xavier locks gazes with a Security Guard, who nods to the Professor before turning back to helping the injured.

**XAVIER**

No, the Shadow King has not won. As long as there is breath in me I will never concede to hate and corruption. There is goodness in this world that can never be destroyed. Hope can never be destroyed, and that is why my dream will live on.

Xavier pushes himself up as if to stand, but collapses again with a gasp of pain. The X-Men reach down to support him.

XAVIER

(painfully and resigned)

But it appears if I am ever to achieve my dream, I will need all of you to walk me there.

Another iconic moment as the X-Men surround their fallen leader, a somber Colossus bending to pick up Xavier, and the camera pulls away.

**INT. XAVIER'S STUDY – DAY**

Xavier looks at a photograph of his original X-Men, including Jean Grey and Scott Summers. A KNOCK on the door interrupts his contemplations.

**XAVIER**

Come in.

**PAIGE**

Hi, Professor. I've heard a lot about you, and I wanted to introduce myself. Paige Guthrie.

She shakes his hand. He is sitting in his old wheelchair.

**XAVIER**

Nice to meet you. How are you liking it here?

**PAIGE**

Oh, I'm as happy as a drunk running his own still. Oh, um, what I mean to say is, it's difficult. Not that I mind difficult, of course. It's just … oh, shoot.

In her eagerness to make a good impression, Paige falls all over her tongue, figuratively speaking. Xavier smiles ruefully.

**XAVIER**

I've met your mother, Paige. I can hardly be as intimidating as all that.

Xavier motions for her to sit. Paige acknowledges the Professor's observation with a nod, but she doesn't seem to be completely convinced as she takes a seat. She spots the photograph of the first X-Men behind Xavier.

**PAIGE**

I've heard a lot of people talking about your dream, and the reason you started this school. I'm really proud to be a part of it.

**XAVIER**

Thank you, Paige. One thing the Shadow King had correct, I fear, is how naturally hate comes to both sides. I wonder if I'll ever see mutants and humans living together in peace.

**PAIGE**

You know, you, Magneto, all the rest, y'all paint in such broad sweeps. Mutants and humans, black and white, this and that. Don't you see? There is no them and us.

Pause for effect. Xavier waits with some bemusement.

PAIGE (cont'd)

There's only you and I.

Ah. Epiphany.

PAIGE (cont'd)

Win enough small battles, Professor, one day you'll wake up and find you've won the big one.

She shares a smile with Xavier as she exits.

**EXT. X-MANSION – CONT'D**

Rogue sits on the steps in front of the mansion. She's watching Colossus and Shadowcat in the yard a bit in the distance. Colossus draws in a sketchbook as Shadowcat leans against him and talks.

Bobby ambles across between her and them, walking contemplatively. He looks up and sees Rogue. For a split second it looks like he might come toward her, but he rubs his chin – where she hit him during their fight – and continues away.

From behind Rogue, Gambit approaches and sits down next to her. They don't say a word to each other for several moments, then Rogue, still staring ahead, breaks the silence.

**ROGUE**

Ah still have Carol's powers. This is the longest Ah've ever held on to somebody else's abilities. Ah wonder if they'll ever go away.

**GAMBIT**

What if dey don't?

**ROGUE**

Ah don't know if Ah can live like this.

**GAMBIT**

We all have t' live wit' what we've done. At least you weren't yourself at de time.

The sit in silence again for some seconds. Rogue looks at Remy.

**ROGUE**

Why didn't he turn you? You too good or something?

**GAMBIT**

Jus' de opposite, chere.

**ROGUE**

Then why?

**GAMBIT**

Maybe it's 'cause I'm used to fighting de evil wit'in me. Sometimes I win.

Gambit leans in for a kiss. His lips and Rogue's are within a breath of touching … until Rogue sees Bobby and Colossus and she jerks away. She stares at Gambit a moment, then gets up and quickly walks away. Gambit watches her retreat.

GAMBIT

And sometimes, I lose.

Camera zooms in until Gambit's red eyes fill the screen. Then we zoom out from the red eyes of Mr. Sinister as he works on something labeled "Jean Grey" and "Scott Summers". Keep zooming out and up to see cloning equipment and a toweringly expansive lab.

**FADE OUT**

**THE END . . .**


End file.
